THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Transcription

1 Source of Success Playtech Limited Notice of Annual General Meeting 2013 To be held at 11.30a.m. on 8 May 2013 at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW. Whether or not you propose to attend the Annual General Meeting, please complete and submit a form of proxy in accordance with the instructions printed on the enclosed form. The form of proxy must be received by no later than 11.30a.m. on 6 May THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended immediately to seek your own professional advice from your stockbroker, solicitor, accountant or other financial adviser duly authorised under the Financial Services and Markets Act 2000 ( FSMA ) if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser who specialises in advising upon investments in shares and other securities. If you have sold or otherwise transferred all of your ordinary shares of no par value in Playtech Limited ( Ordinary Shares ), please forward this document but not the accompanying personalised form of proxy at once to the purchaser or transferee or the agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. If you have sold part only of your holding of Ordinary Shares in Playtech Limited, please contact the bank, stockbroker or other agent through whom the sale or transfer was effected as to the actions you should take. This document should be read in conjunction with the accompanying form of proxy. Playtech Limited Incorporated in the Isle of Man Company number V Registered Office: 2nd Floor St George s Court Upper Church Street Douglas Isle of Man IM1 1EE Playtech Limited Notice of Annual General Meeting

2 Playtech Limited (Incorporated in the Isle of Man under company number V) Source of Success 2nd Floor St George s Court Upper Church Street Douglas Isle of Man IM1 1EE 4 April 2013 To all Shareholders Dear Shareholder, Annual General Meeting At the time of the last Annual General Meeting, shareholders voted in favour of resolutions to re-domicile the Company from the British Virgin Islands, as a pre-cursor to the Company s successful move from AIM to a premium listing on the main market of the London Stock Exchange. I am proud that the Company is now incorporated and domiciled in the Isle of Man, which provides a good regulatory framework for companies associated with the online gambling industry, and that since September last year the Company has been a constituent of the FTSE 250 index. The move provided greater visibility for the Company, improved market liquidity and has afforded wider recognition for the Company s performance. I am therefore pleased to be writing to you with details of the Annual General Meeting of Playtech Limited (the Company ) for 2013 (the Meeting ) which we are holding at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW on 8 May 2013 at 11.30a.m. The formal notice of the Meeting is set out on pages 4 and 5 of this document. The Meeting is an important opportunity for all shareholders to express their views by raising questions and voting and tea and coffee will be available from 11.00a.m. onwards and after the meeting for shareholders if they wish to meet with the directors. If you would like to vote on the resolutions but cannot come to the Meeting, please fill in the Form of Proxy and return it to our registrars as soon as possible. Alternatively, you can register your proxy vote electronically by logging on to or, if you are a member of CREST, via Computershare Investor Services PLC (ID3RA50). The registrars must receive your proxy appointment by 11.30a.m. on Monday 6 May Certain items of the business to be transacted at the meeting are explained below Report and Accounts Resolution 1 The directors of the Company are required to present to the Meeting the financial statements and the directors and auditors report for the financial year ended 31 December 2012 (the Annual Report ). This resolution deals with the receipt of the Annual Report. At the same time, notice is hereby given that the Playtech Limited Annual Report and Accounts for 2012, copies of which have been sent to shareholders with this notice of Meeting, have been published and can be viewed online at Dividend Resolution 4 Shareholders are being asked to approve the payment of a final dividend of 15.4 cents per Ordinary Share to all shareholders who are on the register at the close of business on 26 April If shareholders approve the payment, which is recommended by the Board, this will be paid to shareholders on 24 May If shareholders wish to elect to receive their dividend in Pounds Sterling, they should complete the enclosed currency election form in accordance with its terms and return it by 3 May 2013 to the Company s registrars, Computershare Investor Services PLC. Re-election of directors Resolutions 5 to 9 Under the articles of association of the Company (the Articles ), any person who has been appointed a director during the course of the year is required to retire and be put up for re-election at the next annual general meeting of the Company. Accordingly, Andrew Thomas and Ron Hoffman, who have both been appointed since the last annual general meeting, will seek re-election at the Meeting. In line with provision B.7.1 of the UK Corporate Governance Code, all the other directors of the Company will stand for re-election at the Meeting. The Board considers that the performance of each Board member continues to be effective, that each Board Member demonstrates the commitment required to continue in their present roles, and accordingly supports each director s re-election. Biographical details the directors can be found on page 28 of the Annual Report. Change of name Resolution 10 A limited company formed under the Isle of Man Companies Act 2006 must include in its name either the words Limited or its abbreviation Ltd or public limited company or the abbreviations PLC or plc. In order to align the Company with its status as a company traded on the Main Market of the London Stock Exchange, it is proposed to amend the name of the Company to Playtech plc. Playtech Limited Notice of Annual General Meeting

3 Power of directors to allot shares etc. Resolution 11 Further to the Articles the directors may only allot Ordinary Shares or grant rights over Ordinary Shares if authorised to do so by the shareholders. Accordingly, this resolution seeks to grant authority under Article 5 of the Articles to authorise the directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next annual general meeting of the Company or, if sooner, 15 months after the date of the passing of the resolution. If passed, paragraph (a) of resolution 11 would give the directors authority to allot shares or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate of 96,437,000 Ordinary Shares representing approximately one-third (33.33 per cent) of the Company s issued Ordinary Shares and calculated as at 1 April 2013 (being the last practicable date prior to publication of this notice). In accordance with the latest institutional guidelines issued by the Association of British Insurers ( ABI ), paragraph (b) of resolution 11, if passed, would give the directors authority to allot, including the shares referred to in paragraph (a) of resolution 11, further shares in connection with a pre-emptive offer by way of a rights issue to shareholders up to an aggregate of 192,875,000, Ordinary Shares, representing approximately two-thirds (66.67%) of the Company s issued Ordinary Shares and calculated as at 1 April 2013 (being the last practicable date prior to publication of this notice). The directors have no present intention of exercising this authority. However, it is considered prudent to maintain the flexibility that this authority provides. The directors intend to renew this authority annually. The ABI guidelines include an expectation that where an additional authority of the kind set out in paragraph 11(b) of the resolution is taken and where: the aggregate actual usage of the authority conferred by paragraphs 11(a) and 11(b) of the resolution exceeds one-third of the nominal amount of the Company s issued ordinary share capital and also, in the case of a share issue which is in whole or part by way of a fully pre-emptive rights issue, the monetary proceeds exceed one-third (or such lesser relevant proportion) of the pre-issue market capitalisation of the Company, then all members of the Board wishing to remain in office will stand for re-election at the next annual general meeting of the Company following the decision to make the issue in question. Disapplication of pre-emption rights Resolution 12 Under article 6 of the Articles, when new Ordinary Shares are proposed to be issued for cash, they must first be offered to existing shareholders pro rata to their holdings. There may be occasions, however, when the directors may need the flexibility to finance business opportunities by the issue of Ordinary Shares without a fully pre-emptive offer to existing shareholders. It is therefore proposed to grant the directors authority to allot Ordinary Shares for cash without such securities first being required to be offered to existing shareholders. This will include the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. The authority sought at the Meeting, in accordance with the relevant investor guidelines, relates to up to 14,611,500 Ordinary Shares (representing approximately 5% of the Company s issued Ordinary Shares as at 1 April 2013 (being the last practicable date prior to the publication of this notice)). The authority sought at the Meeting will expire at the conclusion of the next annual general meeting of the Company or, if sooner, 15 months after the date of the passing of the resolution. The directors have no immediate plans to make use of this authority. Actions to be taken in respect of the Meeting: Please check that you have received the following with this document: a form of proxy for use in respect of the Meeting; and a reply-paid envelope for use in connection with the return of the form of proxy (in the UK only). Whether or not you propose to attend the Meeting in person, you are strongly encouraged to complete, sign and return your form of proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post at Computershare Investor Services (Isle of Man) Limited, c/o, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or, during normal business hours only, by hand, at Computershare Investor Services (Isle of Man) Limited, c/o, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by no later than 11.30a.m. on 6 May This will enable your vote to be counted at the Meeting in the event of your absence. The completion and return of the form of proxy will not prevent you from attending and voting at the Meeting, or any adjournment thereof, in person should you wish to do so. Recommendation The directors of the Company consider that all the proposals to be considered at the Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings. Yours sincerely Roger Withers Chairman Playtech Limited Notice of Annual General Meeting

4 Notice of Annual General Meeting Notice is given that the Annual General Meeting of Playtech Limited (the Company ) will be held at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man, IM1 2RW on 8 May 2013 at 11.30a.m. for the following purposes: Ordinary Business To consider and if thought fit, pass the following resolutions which will be proposed as ordinary resolutions: 1. To receive the Company s financial statements, Directors Report and Auditors Report for the financial year ended 31 December To approve the Remuneration Report for the year ended 31 December To reappoint BDO LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company and to authorise the directors to determine their remuneration. 4. To approve the payment of a final dividend for the year ended 31 December 2012 of 15.4 cents per ordinary share of no par value payable to those shareholders on the register of members of the Company at the close of business on 26 April To re-elect Andrew Thomas as a director of the Company. 6. To re-elect Ron Hoffman as a director of the Company. 7. To re-elect Roger Withers as a director of the Company. 8. To re-elect Alan Jackson as a director of the Company. 9. To re-elect Mor Weizer as a director of the Company. Special Business To consider and, if thought fit, pass the following resolutions of which resolution numbered 10 and 11 will be proposed as ordinary resolutions and resolution 12 will be proposed as a special resolution (requiring the resolution to be passed by three-fourths or more of the votes cast at the meeting): 10. THAT pursuant to section 14 of the Isle of Man Companies Act 2006 and subject to the consent of the Registrar of Companies in the Isle of Man, the name of the Company be changed to Playtech plc. 11. THAT, pursuant to and for the purposes of, article 5 of the Company s articles of association (the Articles ) the directors be and are generally authorised to allot: (a) shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate of 96,437,000 ordinary shares; and in addition; (b) equity securities of the Company (within the meaning of the Articles) in connection with an offer of such securities by way of a rights issue up to an aggregate of 192,875,000 ordinary shares, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if shorter, 15 months after the date of the passing of this resolution but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to an offer or agreement as if this authority had not expired. Rights issue means an offer of equity securities to holders of ordinary shares in the capital of the Company on the register of members on a record date fixed by the directors in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with any fractional entitlements or legal or practical issues arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter. Playtech Limited Notice of Annual General Meeting

5 12. THAT the directors be and they are empowered to allot equity securities for cash, pursuant to the authority conferred on them by article 5 of the Articles as if the provisions of article 6.1 of the Articles, namely the pre-emption provisions, did not apply to such allotment, provided that this power shall be limited to the allotment of equity securities: (a) in connection with an offer of such securities by way of a Rights Issue (as defined in resolution 11 above); and (b) otherwise than pursuant to resolution 12(a) above, up to an aggregate number of 14,611,500 ordinary shares; and shall expire at the earlier of the conclusion of the next annual general meeting of the Company or, if shorter, 15 months after the date of the passing of this resolution save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted and the directors may allot equity securities in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired. By Order of the Board Paul Wright Company Secretary 2nd Floor St George s Court Upper Church Street Douglas Isle of Man 4 April 2013 Playtech Limited Notice of Annual General Meeting

6 Notes: 1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend, vote and speak at the meeting. A member so entitled may appoint one or more proxies to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. 2. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2005 (Isle of Man), shareholders who hold shares in uncertificated form must be entered on the Company s share register at 6.00p.m. on 6 May 2013 (or, if the meeting is adjourned, not later than 48 hours before the time fixed for the adjourned meeting) in order to be entitled to attend and vote at the Annual General Meeting. Changes to entries on the register after that time will be disregarded in determining the rights of any person to attend and vote at the meeting. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders. 3. A form of proxy is enclosed with this notice for use in connection with the business set out above. To be valid, forms of proxy and any power of attorney or other authority under which it is signed must be lodged with Computershare Investor Services (Isle of Man) Limited, c/o, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event must be received not later than 11.30a.m. on 6 May 2013 (or, if the meeting is adjourned, not later than 48 hours before the time fixed for the adjourned meeting). Completion and return of a form of proxy does not preclude a member from attending and voting at the meeting or at any adjournment thereof in person. 4. As an alternative to completing and returning the printed form of proxy, you may submit your proxy electronically by accessing For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your proxy online. The control number and members individual SRN and PIN numbers are shown on the printed form of proxy or notification. For further information, see the instructions printed on the form of proxy. 5. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 6. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Ltd s specifications and must contact the information required for such instructions, as described in the CREST Manual (available via The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, must be transmitted so as to be received by the Issuer s agent (ID number 3RA50) not later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 7. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Ltd does not make available special procedures in CREST for any particular message. Normal systems timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitation of the CREST systems and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 18(4)(a) of the Uncertificated Security Regulations 2005 (Isle of Man). 8. The Company specifies that only those ordinary shareholders registered in the register of members of the Company as at 6.00p.m. on 6 May 2013 (or 6.00p.m. on the day that is two days before any adjourned meeting) shall be entitled to attend (either in person or by proxy) and vote at the meeting, or any adjourned meeting, in respect of the number of shares registered in their names at that time. Changes to the register of members after 6.00p.m. on 6 May 2013 (or 6.00p.m. on the day that is two days before any adjourned meeting) shall be disregarded in determining the right of any person to attend and vote at the meeting. 9. Copies of directors service contracts and non-executive directors letters of appointment with the Company and any of its subsidiaries are available for inspection at the registered office of the Company during normal business hours on any day, except Saturdays, Sundays and public holidays, and at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man, IM1 2RW on the date of the meeting for at least 15 minutes prior to and during the meeting. 10. As at 1 April 2013 (being the last practicable date prior to the publication of this Notice) the Company s issued share capital consists of 292,235,064 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 1 April 2013 are 292,235,064. You may not use any electronic address provided either in this notice of meeting or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated. 11. A copy of this notice, can be found at Playtech Limited Notice of Annual General Meeting